Roy Hardiman
About Roy Hardiman
Roy Hardiman, 65, is Chief Business and Strategy Officer at Alumis (ALMS). He has served as CBSO since January 2025, Chief Business Officer since September 2024, and Chief Business & Legal Officer from September 2021 to September 2024. He holds a J.D. from UCLA, an M.A. in Biology, and a B.A. in Pharmacology from UC Santa Barbara. Prior roles include leadership at Genentech (Alliance Management, Corporate Law, Business Development), CBO/CLO at Principia Biopharma (acquired by Sanofi in 2020), and a directorship at Pharmacyclics where he chaired Nominating & Corporate Governance. Alumis’ IPO priced at $16 per share in June 2024, establishing public-market alignment for equity-linked incentives going forward .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alumis | Chief Business & Strategy Officer | Jan 2025 – Present | Oversees corporate/business strategy during late-stage pipeline and M&A integration period . |
| Alumis | Chief Business Officer | Sep 2024 – Jan 2025 | Led BD/strategy through post-IPO transition . |
| Alumis | Chief Business & Legal Officer | Sep 2021 – Sep 2024 | Built BD/legal infrastructure pre- and post-IPO . |
| Principia Biopharma (Sanofi acquired 2020) | Chief Business Officer & Chief Legal Officer | 2015 – 2020 | Supported transactions culminating in sale to Sanofi; combined BD/legal leadership . |
| Genentech | VP Alliance Management; VP Corporate Law & Assistant Secretary; Director & Far East Rep., BD | 1990 – 2009 | Led alliances and corporate legal; international BD presence . |
| Morrison & Foerster LLP | Attorney | 1987 – 1990 | Corporate legal training foundational to in-house roles . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Pharmacyclics Inc. | Director; Chair, Nominating & Corporate Governance Committee | 2010 – 2012 | Governance leadership at public biopharma . |
Fixed Compensation
| Component | 2024 (Rate or Paid) | Notes |
|---|---|---|
| Base Salary (Rate) | $465,000 | Increased upon IPO closing (from $423,600) effective July 1, 2024 . |
| Salary (Paid, SCT) | $444,300 | Reported salary earned for FY2024 . |
| Target Bonus % | 40% of base salary | Set by Board; corporate goals basis . |
| Actual Bonus Paid (2024) | $175,541 | Corporate goals achieved at 105% for 2024 . |
| Clawback Policy | Adopted June 2024 | Dodd-Frank/Nasdaq-compliant compensation recovery policy . |
Performance Compensation
Annual Bonus Plan (2024)
| Metric Framework | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Corporate goals (company performance objectives) | Not disclosed | 100% | 105% achievement | $175,541 cash | N/A (annual) . |
Equity Awards Outstanding (as of 12/31/2024) – Roy Hardiman
| Grant Date | Exercisable (#) | Unexercisable (#) | Unearned Perf. Options (#) | Exercise Price ($) | Expiration | Notes |
|---|---|---|---|---|---|---|
| 1/27/2022 | 42,780 | — | 11,587 | 8.84 | 1/26/2032 | 4-yr vest (25% at 1-yr, then monthly) . |
| 1/27/2022 | 151,871 | — | 88,378 | 8.84 | 1/26/2032 | 6-yr vest (1/3 at 2-yr, then monthly) . |
| 6/22/2023 | 14,973 | — | 9,047 | 8.84 | 6/22/2033 | 4-yr vest (25% at 1-yr, then monthly) . |
| 10/9/2023 | 30,642 | — | 21,705 | 8.84 | 10/8/2033 | 4-yr vest (25% at 1-yr, then monthly) . |
| 6/6/2024 | 53,475 | — | 53,475 | 13.32 | 6/5/2034 | 4-yr vest (25% at 1-yr, then monthly) . |
| 5/6/2024 (POP) | — | 206,074 | 206,074 | 10.19 | 5/5/2034 | Performance-and-service-based “POP Options” (see below) . |
Note: In March 2024, Alumis repriced certain options to $8.84; incremental fair value recognized for Hardiman was $40,211 (ASC 718) .
2024 POP Options – Performance Structure (Hardiman)
| Grant | Perf. Target (30-day VWAP) | Time Window | Tranche Size | Service Condition |
|---|---|---|---|---|
| 5/6/2024 POP | $46.75 | ≤ 4 years from vest start | 1/3 of granted shares | 1/36 monthly per tranche; both performance and service must be met . |
| 5/6/2024 POP | $70.125 (plus catch-up of unmet prior) | ≤ 5 years | 1/3 (plus catch-up) | Same as above . |
| 5/6/2024 POP | $93.50 (plus catch-up) | ≤ 6 years | 1/3 (plus catch-up) | Same as above . |
Post-termination POP vesting protection: if voluntary resignation, POP options with met service continue to be eligible to vest for 1 year contingent on performance; if terminated without cause/constructive termination, eligibility extends 2 years. Change-in-control can satisfy unmet performance targets if deal value meets targets; service condition becomes fully satisfied if still in service at CoC or if terminated without cause/constructive termination within 1 year pre-CoC with CoC occurring within a year after termination .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 681,633 shares; less than 1% of voting power . |
| Ownership Breakdown | 175,401 shares held directly; 6,417 shares held by family in residence; 499,815 shares subject to options exercisable within 60 days (includes 206,074 POP options that are early-exercisable only upon performance condition) . |
| Vested vs Unvested | See Outstanding Equity Awards table for exercisable and unearned/performance tranches at FYE 2024 . |
| Pledging/Hedging | Prohibited by Insider Trading Policy (no pledging, collars, swaps, exchange funds, or publicly traded options) . |
| Ownership Guidelines | Not disclosed in 2025 proxy. |
Employment Terms
| Provision | Terms (Hardiman) |
|---|---|
| Employment status | At will; offer letter dated September 2021; initial base salary $360,000; initial bonus target 35%; initial 2021 option grant 213,903 shares . |
| Severance (without cause or constructive termination) | 9 months base salary continuation; up to 9 months COBRA reimbursement; equity vesting acceleration equal to amount that would vest by first anniversary of termination (effective immediately prior to termination); requires release . |
| Change-in-Control (CoC) – 2021 grant | 50% acceleration of then-unvested portion of the 213,903-share September 2021 option immediately prior to closing (if in service); if terminated without cause/constructive termination within 12 months post-CoC, 100% of then-unvested portion of that award vests (subject to release) . |
| CoC – General options | 50% of then-unvested options for each of CEO Babler, Dr. Goldstein, and Hardiman accelerate upon CoC; 100% of then-unvested and outstanding options accelerate upon termination within 12 months post-CoC . |
| POP Options special terms | Post-termination and CoC performance/service treatment as detailed above (may satisfy performance at CoC; service acceleration scenarios) . |
| Definitions (Cause/Constructive Termination/CoC) | “Cause,” “constructive termination,” “change of control,” and “excluded change of control” defined; excluded CoC includes transactions with Aclaris and certain Foresite-affiliated SPACs per window . |
| Clawback | Company-wide recovery policy adopted June 2024 . |
| Non-compete/Non-solicit | Not specifically disclosed in proxy. |
Compensation Structure Analysis
- Equity-heavy, performance tilt via POP options with high VWAP hurdles ($46.75/$70.125/$93.50) over 4–6 years, aligning upside primarily with multi-bagger share appreciation; service-based vesting monthly moderates retention risk by creating continuous vesting .
- March 2024 option repricing to $8.84 for certain legacy options indicates a retention-focused reset amid market volatility; incremental fair value recognized for Hardiman was $40,211 (ASC 718), a potential governance watch item but disclosed with rationale to preserve cash and avoid larger refresh dilution .
- Annual cash incentive paid at 105% of target based on corporate goal achievement (not granularly disclosed), suggesting reasonable pay-for-performance alignment in 2024 .
- Severance/CoC: 9 months salary and partial time-based acceleration (to next-year vest) are moderate; CoC double-trigger treatment for 2021 award and broad CoC acceleration policy (50% at CoC; 100% upon qualifying termination within 12 months) balance retention with change-in-control flexibility .
Performance & Track Record
- Principia Biopharma executive (CBO/CLO) until its acquisition by Sanofi in 2020; prior governance role at Pharmacyclics, chairing Nominating & Corporate Governance .
- Alumis IPO priced at $16 per share on June 27, 2024; sets a public-market baseline for POP performance targets and equity alignment going forward .
Risk Indicators & Governance
- Insider Trading Policy prohibits pledging and hedging, reducing misalignment risk .
- Option repricing (March 2024) is a governance yellow flag but transparently disclosed with ASC 718 fair value impacts and rationale .
- Related-party transactions primarily involve major holders and services agreements (Foresite Labs); no Hardiman-specific related-party transactions disclosed .
Investment Implications
- Alignment: Hardiman’s package is leveraged to long-term equity performance through significant options and POP hurdles; less than 1% ownership by voting power but substantial option exposure suggests alignment with shareholders if share-price targets are met .
- Retention and overhang: Monthly vesting across multiple grants and POP post-termination protections reduce immediate forced selling; however, if performance hurdles are achieved, a sizable tranche could become eligible, creating episodic liquidity/supply events. The repricing lowers strike on legacy grants, improving in-the-money potential and retention, but warrants monitoring for future refreshes .
- CoC dynamics: Partial automatic acceleration and robust double-trigger provisions may reduce execution risk in strategic transactions while protecting management continuity; investors should consider potential dilution timing under CoC scenarios .
- Cash vs. equity mix: 2024 cash bonus modest relative to equity value, with POP structure pushing value realization to sustained share-price performance rather than near-term milestones—favorable for long-term holders if strategic execution (late-stage development, BD) tracks to plan .